Annual General Meeting (AGM) is one of the most important statutory requirements for companies in India. It ensures transparency, accountability, and active participation of shareholders/members in the decision-making process.
Due to practical challenges like delay in audits, unavailability of auditors, or unforeseen events, companies may not always be able to conduct the AGM within the prescribed time. In such cases, the Registrar of Companies (RoC) may grant an extension of AGM.
An Annual General Meeting (AGM) is a yearly meeting where shareholders and directors discuss:
All registered companies in India, except for One Person Companies (OPCs), are required to hold an Annual General Meeting (AGM) after the close of each financial year. This includes private limited, public limited, and other types of companies, both with and without share capital. OPCs are exempt from holding AGMs.
As per Section 96 of the Companies Act, 2013:
| Type of AGM | Timeline | Example |
| First AGM | Within 9 months from the end of the first financial year. If held, no need for another AGM that year. | · Company incorporated on 01 June 2024, · FY ends 31 March 2025 · Due date of AGM: 31 December 2025. |
| Subsequent AGMs | Within 6 months from end of financial year, but not later than 15 months from the last AGM. | · Previous AGM held : 30 September 2024 · FY ends 31 March 2025 · Due Date of subsequent AGM: 30 September 2025. |
| Extension | RoC may grant up to 3 months’ extension on application, except for the first AGM. | · Due date of AGM : 30 September 2025 · With extension, the due date can be 31 December 2025. |
Under Section 99 of the Companies Act, 2013 – Punishment for default in complying with provisions of sections 96 to 98.
If any default is made in holding a meeting of the company in accordance with Section 96 or Section 97 or Section 98 or in complying with any directions of the Tribunal,
and
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE [NO. OF BOARD MEETING] MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [VENUE]
To approve extension of time for holding the Annual General Meeting for the Financial Year ended 31st March _______
“RESOLVED THAT pursuant to Section 96 of the Companies Act, 2013 and other applicable provisions, and subject to such approvals/ permissions of the appropriate authorities, departments or bodies as may be necessary, the consent of the Board be and is hereby accorded to make an application in Form GNL-1 to the Registrar of Companies, [State], for seeking extension of time for holding the Annual General Meeting of the Company for the financial year ended 31st March, 20__, for a period of up to three months, due to [mention valid reason].
RESOLVED FURTHER THAT the due date for holding the AGM of the Company is [original due date] and the extended period, if approved, shall not exceed [extended due date].
RESOLVED FURTHER THAT __________, Director or any other Director of the Company be and is hereby authorized on behalf of the Company to sign and verify the application and to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above if required and to settle all matters arising out of and incidental thereto and sign and execute all applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution;
RESOLVED FURTHER THAT a certified copy of this resolution be provided to the concerned authority as and when required.”
//CERTIFIED TRUE COPY//
For [Company Name]
(Signature)
[Name of Director/CS]
[DIN / Membership No.]
[Address:]
Date:
Place:
The extension of Annual General Meeting (AGM) is a statutory relief provided under the Companies Act, 2013, for companies facing genuine challenges in holding their AGM on time. While the law mandates that every company must conduct its AGM annually to ensure accountability and protect shareholder rights, practical issues such as delays in audit completion, finalization of accounts, or unforeseen business circumstances may necessitate additional time.
To avoid penalties and maintain good corporate governance, companies should track their AGM due dates well in advance, align audit timelines accordingly, and prepare the necessary documents without delay. Non-compliance can result in fines for both the company and its directors.
If an extension becomes unavoidable, the correct process is to hold a Board Meeting, pass a Board Resolution, and apply to the Registrar of Companies (RoC) through Form GNL-1 with valid reasons. Once the RoC grants approval, the AGM must be held strictly within the extended period allowed.
By planning compliances proactively and using the extension facility only when absolutely necessary, companies can remain fully compliant with the Companies Act, 2013, safeguard their reputation, and build trust with stakeholders.
1. What is the due date for holding an AGM under the Companies Act, 2013?
A company must hold its AGM within 6 months from the end of the financial year but not later than 15 months from the date of the last AGM, whichever is earlier.
2. Can a company get an extension for holding its AGM?
Yes, a company can apply for an AGM extension by filing Form GNL-1 with valid reasons. The Registrar of Companies (RoC) may grant an extension of up to 3 months (except for the first AGM).
3. Can an OPC apply for AGM Extension ?
No, a One Person Company (OPC) cannot apply for an AGM extension because OPCs are exempt from holding Annual General Meetings (AGMs) under the Companies Act, 2013
4. What is the process to apply for AGM extension?
The company must hold a Board Meeting, pass a Board Resolution, authorize a Director/Company Secretary, and then file Form GNL-1 with the RoC along with fees and supporting documents.
5. What is the maximum period of extension allowed for AGM?
The Registrar of Companies (RoC) can grant a maximum extension of 3 months to hold an AGM, except for the first AGM.
6. What are valid reasons for seeking AGM extension?
Common reasons include delay in finalization of accounts, statutory audit not completed on time due to any specific challenges, unforeseen circumstances like natural calamities, or regulatory delays.
7. Can the first AGM be extended?
No, the first AGM of a company cannot be extended. The extension of AGM is available only for subsequent AGMs
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